From mboxrd@z Thu Jan 1 00:00:00 1970 Return-Path: Received: from lists.gentoo.org (pigeon.gentoo.org [208.92.234.80]) (using TLSv1.2 with cipher ECDHE-RSA-AES256-GCM-SHA384 (256/256 bits)) (No client certificate requested) by finch.gentoo.org (Postfix) with ESMTPS id 42036139085 for ; Sun, 15 Jan 2017 15:30:04 +0000 (UTC) Received: from pigeon.gentoo.org (localhost [127.0.0.1]) by pigeon.gentoo.org (Postfix) with SMTP id 78CFF234082; Sun, 15 Jan 2017 15:30:03 +0000 (UTC) Received: from mail-qt0-x244.google.com (mail-qt0-x244.google.com [IPv6:2607:f8b0:400d:c0d::244]) (using TLSv1.2 with cipher ECDHE-RSA-AES256-GCM-SHA384 (256/256 bits)) (No client certificate requested) by pigeon.gentoo.org (Postfix) with ESMTPS id 4CDEE23407F for ; Sun, 15 Jan 2017 15:30:03 +0000 (UTC) Received: by mail-qt0-x244.google.com with SMTP id f4so11727768qte.2 for ; Sun, 15 Jan 2017 07:30:03 -0800 (PST) DKIM-Signature: v=1; a=rsa-sha256; c=relaxed/relaxed; d=gmail.com; s=20161025; h=mime-version:sender:in-reply-to:references:from:date:message-id :subject:to:content-transfer-encoding; bh=HJEfnyGxMf8hre0uNHfMQ8FObeaN+bza/736Owhq24s=; b=NZiqOqG1PyK3/n8IdnbrTz7s2YqcIOFLTfkwKJirbK+XFmy1LytK75DuPIN3LJdNDP kNGEW/02UkJByREwHD4Ms1qvGBKQEv3EyFd7q2sth1d6pTjqOkA3A2UXjA5v4H6u+xj0 zRFcaAXaPdg0zwxvLLQCSkXJzkCTyIHYOzpEt3FoanZj08iyhdLvbcK8TSCz20WV+Z5v shzF/8nk5ZVk5ZG+xOCo79Y+i+h8tljg4j7Vkya6p7zH6sXDdV4yfhwfpr7JjYuFWUym RO0jq5nuEPMv7xCevA44D0CFJYS8o6gUc08RymJJSQiCuADGhsFz6jVCdL2OsfKDj+yz h8hQ== X-Google-DKIM-Signature: v=1; a=rsa-sha256; c=relaxed/relaxed; d=1e100.net; s=20161025; h=x-gm-message-state:mime-version:sender:in-reply-to:references:from :date:message-id:subject:to:content-transfer-encoding; bh=HJEfnyGxMf8hre0uNHfMQ8FObeaN+bza/736Owhq24s=; b=VX0ZQheXf91gP3TOdGEWVYr79kf1nO9nISdhOJybjtomQGgxLFlQLsiRy2m9iYIOaP 8Ub+SZjeb2dXw3TgMq5WSYrJMpIp7S4j+Zimq1oUXJiY1Ppjlurf95KZt5PMF5jM0mFC CIhik0ziSV13Tiq8vbNQMPgwmhm1MBFjmumWEwxbsin6KM1snNhlee1NSC0WcndTEGCH eJvXdEozNsBytBaPBTBTiY8XMPtege0xOXKs9dJiS46flF/Ye57LYQFjtrlpZDWUQ+oT XUrQMqcB2XJaBuWdSltuVHd68j0tYVn6Ga19I2nB1phVU/er44G/z9JiBlAlZQ594aUI AZNA== X-Gm-Message-State: AIkVDXL/keRxuN5j4XeBwawINYYP7i5qmSLNyjYw95Z3md+ZZtSKdAQLHELi6xE5Hj7QsGc/8BYy3BCeXS8Qpg== X-Received: by 10.237.63.119 with SMTP id q52mr25252153qtf.29.1484494202371; Sun, 15 Jan 2017 07:30:02 -0800 (PST) Precedence: bulk List-Post: List-Help: List-Unsubscribe: List-Subscribe: List-Id: Gentoo Project discussion list X-BeenThere: gentoo-project@lists.gentoo.org Reply-To: gentoo-project@lists.gentoo.org MIME-Version: 1.0 Sender: freemanrich@gmail.com Received: by 10.140.16.132 with HTTP; Sun, 15 Jan 2017 07:30:01 -0800 (PST) In-Reply-To: References: <1604622.bZRWYHrp25@pinacolada> From: Rich Freeman Date: Sun, 15 Jan 2017 10:30:01 -0500 X-Google-Sender-Auth: zCzkGgrB_5GWUvjeO0j0FnoEsFE Message-ID: Subject: Re: [gentoo-project] Formally have Council oversee the Foundation 2.0 To: gentoo-project@lists.gentoo.org Content-Type: text/plain; charset=UTF-8 Content-Transfer-Encoding: quoted-printable X-Archives-Salt: 21548ece-aac8-4a9f-a667-63b702c5266a X-Archives-Hash: bd060ab1c7a19912cb6c775adfd335f9 On Sun, Jan 15, 2017 at 10:00 AM, Roy Bamford wro= te: > > I like the out of the box thinking. Thanks for your comments. They were very helpful. I'll just respond to one or two of them. > > Umbrella corporations remove some of the drudgery. They do not perform > any of decision making nor decision vetting. Gentoo, somewhere, still > needs to do that. We will still need to protect our trademarks ourselves > with the umbrella being used for escalation. Sort-of. An umbrella org will provide a lot of the general compliance policies. For example, the procedures around reimbursement for travel expenses or such is almost certainly the sort of thing that SFI would have a policy on. Now, they're going to look to us to set the general guidelines on how much we want to spend on travel and who is eligible, but when it comes down to what kinds of receipts you need and what kinds of expenses do/don't qualify they're going to have their own rules. I wouldn't be surprised if they also have rules around conduct at officially-sponsored conferences and such, written by lawyers. I think the main benefit would be that people who are into such things can spend more time on thinking about how we want to spend money and asking people to donate for these causes, and less on the mechanics of paying the rental fees. Actually, today reimbursement itself isn't the big problem, so much as figuring out how much money we have left to spend and filing our taxes. I suspect you're on the same page, but just wanted to comment on this in general. An umbrella org isn't a panacea but it could fix the drudgery, and provide a lot of the benefits that distros with commercial arms have without being subject to the whim of the commercial arm. > > The corporate registration was renewed on time in 2007. New Mexico lost > it after receipt. (That=E2=80=99s newish information to me) > Interesting. As I recall at the time we were also running without a full slate of Trustees. I don't like to point my fingers at Trustees in general because they're volunteers like the rest of us, and in this case we didn't even have enough volunteers to fill all the slots. I will note that it is usually a good compliance practice to not only file your documents, but confirm the accuracy of your filings/etc, especially if others are involved. At work when we direct somebody to file a government document under a power of attorney we make sure we get copies of what was filed, and we try to obtain information about our filings retrospectively from the government to compare them with our records of what should have been filed (usually in electronic format with a program doing the checking). Of course, having a small army of compliance professionals supported by IT helps, and while I don't question that most of those on this list could do that sort of thing it probably isn't what most sane people would choose to do. >> [a] In case this is not legally possible for a New Mexico nonprofit, a >> re- >> incorporation in a different legal system (e.g., EU, where many Gentoo >> >> developers now reside) should be pursued. > > There is a way. The assets of the existing Foundation can be run down > by paying the bills. They cannot be transferred. Its not clear what > would happen with the registered marks. > As the existing Foundation was run down, so a new entity could be > =E2=80=98run up=E2=80=99 elsewhere. > > This is much the same as would happen if we joined an umbrella > organisation and decided to leave again later. I don't believe this is strictly necessary. I know that SPI in particular will transfer your assets to another 501c3 of your choosing if you want to leave. You don't have to spend things down. However, it does need to be a 501c3. There might be other caveats (and of course we should review all the caveats). Right now our existing Foundation isn't even a 501c3 so it is even less regulated. As long as we pay our taxes I don't think the government is going to care how we transfer our assets, and if we're donating them to a 501c3 I think that also reduces the concern of their valuation. If a transaction were truly arms-length I'd think that it would also be fine (such as if we decided to sell the name "Gentoo" to Google for a billion dollars). Obviously a lawyer/CPA should be consulted on the details, and I suspect that an umbrella org could also help with that. (If they aren't acting as our own lawyer we could also have them do the heavy work of drafting all the paperwork, and then retain our own lawyer to confirm that it is all legit, which would save on cost but give us an independent evaluation of our compliance.) Spending down might or might not be convenient for some of the assets even so, though you can't spend down your trademarks and copyrights, such as they are. --=20 Rich